DynaTech definition
DynaTech has the meaning specified in the first recital paragraph of the Agreement.
DynaTech. – means four times as clean:
DynaTech or the "Company") and its wholly owned subsidiary TTC Merger Co. LLC, a Delaware limited liability company ("TTC Merger Co" and, together with Dynatech, the "Initial Issuers") propose, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC") and ▇.▇. ▇▇▇▇▇▇ Securities Inc. (the "Initial Purchasers") U.S.$275,000,000 principal amount of its 9 3/4% Senior Subordinated Notes Due 2008 (the "Notes") to be issued under an indenture dated as of May 21, 1998 (the "Indenture") among Dynatech, TTC Merger Co, and State Street Bank and Trust Company, a Massachusetts trust company, as Trustee (the "Trustee"). Immediately after the issuance of the Notes on the Closing Date (as defined in Section 3 below), (i) TTC Merger Co will be merged into Telecommunications Techniques Co., LLC, a Delaware limited liability company to be formed prior to the Closing Date (as defined below) ("TTC"), with TTC as the surviving company (the "Second Merger"), (ii) TTC will succeed to and assume all of the obligations under the Indenture and the Notes and (iii) Dynatech will be released from its obligations as a primary obligor under the Indenture and the Notes. Dynatech will guarantee the monetary obligations of TTC Merger Co and TTC under the Indenture, on a senior subordinated basis (the "Parent Guarantee"). On the Closing Date TTC, Dynatech and the trustee will enter into a supplement to the Indenture, dated as of the Closing Date (the "First Supplemental Indenture") whereby TTC will confirm its assumption of all of the obligations under the Indenture and Dynatech will confirm its obligations under the Parent Guarantee. As a result of the Second Merger and other transactions related thereto, TTC will be a wholly-owned subsidiary of Dynatech and the direct or indirect parent company of all of Dynatech's other active subsidiaries, including Itronix Corporation, a Washington corporation ("Itronix"), Industrial Computer Source Inc., a California corporation ("ICS"), AIRSHOW Inc., a California corporation ("AIRSHOW") and da Vinci Systems, Inc., a Florida corporation ("da Vinci"). TTC, Itronix ICS, AIRSHOW and da Vinci are collectively referred to as the "Subsidiaries" of the Company. The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may be offered and sold only (1) outside the United States in reliance on Regulation S under the Securities Act ("Regulation S") and (2)...